Terms & Conditions

INTERPRETATION

In these terms and conditions ‘the Company’ shall mean CROSSWATER LIMITED, incorporated and registered in England and Wales with company number 3619276 doing business as Bathroom Brands Group Projects and whose registered office is at Lake View House, Rennie Drive, Dartford, DA1 5FU, Kent (the “Company”)

‘’Purchaser’’ shall mean the person, firm or company to whom any quotation is addressed or with whom any contract for the supply of goods is made;

‘’goods’’ shall mean the goods and/or services agreed to be sold by the Company to the Purchaser;

“Site’’ means the place specified in the Order Confirmation to which the Goods are to be supplied under the Contract;

“Order’’ shall mean a purchase order sent by the Purchaser to the Company for the supply of goods;

“Order Confirmation’’ means the order confirmation forwarded by the Company to the Purchaser;

“Contract’’ means the agreement concluded between the Company and the Purchaser in accordance with and subject to these terms and conditions.

“Additional Charge” shall mean the charge agreed in writing prior to and for any additional work by the Company

“Down Payment” shall mean a payment which is a percentage of the value of goods to be covered by a specific Order.

“Project Reference Number” shall mean the individual project number allocated by the Company in the quotation

“Stock Holding Charge” shall have the meaning given to it in clause 1 c

“in writing” or written” includes e-mail or other electronic communication in legible form

1. QUOTATION AND ACCEPTANCE

a. All quotations are given and all Orders are accepted on these terms and conditions which shall apply to the exclusion of and shall override any other terms stipulated or referred to by the Purchaser whether in its Order or any other document, or in any negotiations or communication or course of dealing established between the Company and the Purchaser;

b. All quotations are valid for 90 days, and all Orders must have a Project Reference Number.

c. Goods allocated from stock to fulfil an Order will be kept in our warehouse for a maximum of (3) three months beyond the original confirmed delivery date as stated in the Order Confirmation at no extra cost. If the Purchaser wishes the stock to remain allocated and held beyond the (3) three months, a Stock Holding Charge of up to 2% of the Order value will be levied for every month the stock is held. If the Purchaser is in default of the levy, the Company shall with immediate effect release stock for resale.

d. The Company reserves the right to release for resale any goods not called-off and delivered within the agreed time. The Company will not be liable for any damages or costs incurred by the Purchaser as a result of the exercise of its right to release for resale.

e. The Contract between the Purchaser and the Company shall come into existence on the issue by the Company of an Order Confirmation

2. DESCRIPTION OF AND STATEMENTS AS TO GOODS

a. Save where the goods are stated to be sold as complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s catalogues, brochures, price lists, quotations and publicity materials are approximate only and the Company shall not be liable for their accuracy unless they are expressly incorporated into the Contract in writing;

b. It is the exclusive responsibility of the Purchaser to check all the contents, specifications and requirements of the Order.

c. The Company reserves the right to make an Agreed Charge for all additional work of any kind undertaken at the request of the Purchaser and the price for which has not been expressly agreed between the parties or contained in the Order Confirmation.

d. These terms and conditions represent the entire agreement between the Company and the Purchaser relating to the goods the subject of an Order Confirmation and such terms and conditions shall supersede (and the Purchaser shall not place any reliance upon) any statements, recommendations and advice whether oral or in writing given (whether before or after the acceptance by the Company of the Purchaser’s Order) by the Company, its servants or agents as to any matter relating to the goods save where such statement, recommendations or advice is given in writing and signed by a director of the Company in response to a specific written request from the Purchaser before or at the time of the Company’s acceptance of the Order.

3. PRICES AND PAYMENT

The prices to be paid by the Purchaser to the Company for the goods the subject of an Order are the prices stated in the Order Confirmation.

The Company shall give the Purchaser 30 days’ notice in writing of any rises in the prices for the goods.

The Purchaser shall pay the full amount invoiced to it by the Company within 30 days of the date of invoice in the currency specified in the invoice.

The Purchaser may not withhold payment of any amount due to the Company because of any set-off, counter-claim, abatement, or other similar deduction.

The Company reserves the right to require a Down Payment from the Purchaser of up to 30% of the Order value payable within the term agreed prior to the Order Confirmation being issued. Any such Down Payment requirement shall be confirmed in the Order Confirmation.

Title to the goods the subject of an Order Confirmation shall pass on delivery and risk shall pass to the Purchaser on delivery in accordance with clause 4 below, unless otherwise agreed in writing by the Purchaser and the Company.

4. DELIVERY

a. Any time or date stated for the delivery is given and intended as estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from the delay in delivery howsoever arising

b. Unless otherwise stated in writing, delivery shall be deemed to take place upon the occurrence of the first in time of the following;

The physical delivery of the goods to the Purchaser at the Company’s premises

The physical delivery of goods to the Purchaser’s carrier or agent for the purpose of transmission to the Purchaser or his nominee

The physical delivery of goods to the Purchaser’s place of business or such other place as he may direct (subject to approval by the Company), its carrier or agent, the Purchaser being responsible for unloading.

c. Signature of the Company’s delivery note by any employee, representative or agent of the Purchaser shall be conclusive of proof of delivery.

d. All deliveries will be to an agreed nominated address.

e. Delivery frequency will depend on the size of the Order, but the Company will not normally make more than one delivery per week.

f. The Company may make more frequent deliveries than weekly at the Purchaser’s expense, which will be added to the Order Confirmation or made the subject of an additional invoice.

g. For Non-Standard Products minimum order quantities will be agreed between the Purchaser and the Company at or around the time a quotation is issued by the Company and the Purchaser agrees that such agreed minimum order quantities in respect of any Non-Standard Products shall be invoiced for and delivered whether or not the subject of an Order.

5. RETURNS

a. Subject to clause 5(b), requests to return goods must be made in writing within 48hrs followed by a written confirmation within 7 days of delivery to projectscs@bbgroupprojects.com and include the product details, project reference number and reason for request to return goods.

b. The Company reserves the right to accept any returns which will be subject to a re-stocking charge of 25% of the individual unit price of the goods returned.

c. Non-Standard products cannot be returned and are non-refundable.

6. TOLERANCES

The description of the goods shall be as set out in the Order Confirmation. Specifications given in any material published by the Company shall be sold within reasonable tolerances whether Standard Products or Non-Standard Products and the Purchaser shall have no right to refuse of reject any goods if within reasonable tolerances for the type of goods.

7. INTELLECTUAL PROPERTY

All intellectual property rights in the goods shall remain exclusive property of the Company or its licensors. Subject to the purchaser paying all sums owing to the Company in respect of an order confirmation, the Company hereby grants to the Purchaser a non-exclusive, royalty free, no-transferable license for such intellectual property rights to utilise the goods for their usual or proper purpose.

8. PRODUCT LIABILITY AND INSURANCE

The Purchaser shall, as soon it becomes aware of a matter which may result in a product liability claim

a. give the Company notice in writing of the details of the matter

b. give the Company access to and permit copies to be taken of any materials, records or documents as the Company may require to take action

c. allow the Company the exclusive conduct of any proceedings and take whatever action the Company requires to defend or resist the matter, including using the professional advisers nominated by the Company, and

d. not admit liability or settle the matter without the written consent of the Company.

9. ANTI- BRIBERY COMPLIANCE

The Purchaser shall:

a. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to The Bribery Act 2010 of the United Kingdom (“Relevant Requirements”);

b. comply with The Company’ Ethics, Anti-bribery and Anti- corruption Policies in each case as The Company or the relevant industry body may update them from time to time (“Relevant Policies’’);

have and shall maintain in place throughout the terms of this Contract its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate

10. FORCE MAJEURE

The Company shall not be in breach of this Agreement in respect of, or liable for, any failure or delay in performance of its obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event’’), including, without limitation, any of the following;

Acts of God, including fire, flood, earthquake, windstorm or other natural disaster;

War, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

Terrorist attack, civil war, civil commotion or riots;

Nuclear, chemical or biological contamination or sonic boom;

Voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law).

If the “Force Majeure Event’’ continues for a continuous period of more than six months, either party may terminate this Agreement by giving 14 days’ notice in writing to the other party. On the expiry of this notice period, this Agreement shall terminate. This termination shall not affect the rights of the parties in respect of any breach of this Contract occurring before termination.

11. LANGUAGE

These terms and conditions are drafted in the English Language. If these terms and conditions is translated into any other language, the English language text shall remain the only authentic text.

Any notice given under or in connection with these terms and conditions shall be in English language.

12. GOVERNING LAW AND JURISDICTION

These terms and conditions and any Contracts made as a result of an Order Confirmation and any dispute or claim arising out of or in connection with them or the subject matter of an Order including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law. The Purchaser agrees to submit to the jurisdiction of the English Courts.